Glassbead Capital Management LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

         Total Assets Under Management          Annual Fees
         All Assets                             1.00%

GBCM uses an average of the daily balance in the client's account throughout the billing
period, after taking into account deposits and withdrawals, for the purpose of
determining the market value of the assets upon which the advisory fee is based.

These fees are generally negotiable, and the final fee schedule will be memorialized in the
client’s advisory agreement. Clients may terminate the agreement without penalty for a
full refund of GBCM's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the Investment Advisory Contract
immediately upon written notice.

Performance-Based Fees for Portfolio Management

Qualified clients will pay an annual fee of 1.00% of assets under management along with
a 20.00% performance fee based on capital appreciation. If the client's portfolio rises in
value, the client will pay 20.00% on that increase in value, but if the portfolio drops in
value, the client will not incur a new performance fee until the portfolio reaches the last
highest value, adjusted for withdrawals and deposits, which is generally known as a “high
water mark.”

The high-water mark will be the highest value of the client’s account on the last day of
any previous quarter, after accounting for the client’s deposits or withdrawals for each
billing period.

These fees are generally negotiable, and the final fee schedule will be memorialized in the
client’s advisory agreement. This service may be canceled immediately upon written
notice. Clients must pay the prorated performance-based fees for the billing period in
which they terminate the Investment Advisory Contract up to and including the day of
termination.

Hedge Fund Fees

         Interest Series                    Fees
         Founders Interests                 1.0% Management Fee & 15% Incentive Fee

         Standard Interests                 1.0% Management Fee & 20% Performance Fee

The Management Fee will be paid monthly in advance based on the value of each Limited
Partner’s Capital Account. The Incentive Fee will be paid annually in arrears based on the
value of the net profits of each Limited Partner’s Capital Account. The Incentive Fee is
subject to a loss carryforward provision. These fees are negotiable between each Limited
Partner and the General Partner, and the final fee schedule will be memorialized in
Limited Partner’s subscription agreement and/or other fund documents.

Consulting Fees

Services to other Advisors in certain situations, GlassBead will share investment research
with other Advisors in exchange for a negotiated fee. In some cases, GlassBead may also
receive a discretionary performance-based fee, which would be awarded solely at the
Advisors’ discretion.

B. Payment of Fees

Payment of Portfolio Management Fees

       Asset-based portfolio management fees are withdrawn directly from the client's accounts
       with client's written authorization on a monthly basis. Fees are paid in arrears.

       Payment of Performance-Based Portfolio Management Fees

       Performance-based portfolio management fees are withdrawn directly from the client's
       accounts with client's written authorization on a monthly basis. Fees are paid in arrears.

       C. Client Responsibility for Third Party Fees

       Clients are responsible for the payment of all third-party fees (i.e. custodian fees,
       brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
       distinct from the fees and expenses charged by GBCM. Please see Item 12 of this brochure
       regarding broker-dealer/custodian.

       GBCM renders its services to the fund at its own expense and will be responsible for its
       overhead expenses. The fund will bear all expenses relating to its ongoing structure and
       operation. More information can be found in the fund’s governing documents.

       D. Prepayment of Fees

       GBCM collects its fees in arrears. It does not collect fees in advance.

       E. Outside Compensation for the Sale of Securities to Clients

       None of GBCM’s supervised persons accepts compensation for the sale of securities or other
       investment products.

Item 7: Types of Clients

GBCM generally provides advisory services to High-Net-Worth Individuals.

There is no account minimum for any of GBCM’s non-fund services. The minimum initial
investment in the hedge fund is $500,000 and the minimum subsequent investment is $100,000,
both subject to reduction at the discretion of the fund’s General Partner.